**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

 
| **ý**                                                                                                                                                                                                                | **Quarterly Report Pursuant to  Section 13 or 15(d) of the Securities Exchange Act of 1934**  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                      |                                                                                                    |
| **For the quarterly period ended March 31, 2005**                                                                                                                                                                    |
|                                                                                                                                                                                                                      |                                                                                                    |
| **OR**                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                      |                                                                                                    |
| **o**                                                                                                                                                                                                                     | **Transition Report Pursuant to  Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|                                                                                                                                                                                                                      |                                                                                                    |
| **For the transition period  from               to               ** |

 

**Commission File Number: 0-24081**

 

**EVOLVINGSYSTEMS, INC.**

(Exactname of registrant as specified in its charter)

 
| **Delaware**                                                     | ** ** | **84-1010843**                     |
|------------------------------------------------------------------|------------|------------------------------------|
| (State  or other jurisdiction of incorporation or  organization) |       | (IRS  Employer Identification No.) |
|                                                             |       |                               |
| **9777 Pyramid Court, Suite 100 Englewood, Colorado**       | ** ** | **80112**                          |
| (Address  of principal executive offices)                        |       | (Zip  Code)                        |
|                                                             |       |                               |
| **(303) 802-1000**                                          |
| (Registrant’s  telephone number)                            |

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes ý No o

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2of the Exchange Act).Yes o No ý

 

Indicate bycheck mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).o Yes ýNo

 

As of August 19, 2005 therewere 16,056,566 shares outstanding of Registrant’s Common Stock (par value$0.001 per share).

 

 

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**EXPLANATORY NOTE**

 

As a result ofcomments we received from the staff of the Securities and Exchange Commissionfollowing a review of our Form 10-Q for the quarter ended March 31, 2005,we are filing this Form 10-Q/A to revise Part I, Item 4, Controls andProcedures, in order to clarify that our Chief Executive Officer and ChiefFinancial Officer concluded that our internal control over financial reportingwas effective as of March 31, 2005, and that there have not been any changes inour internal control over financial reporting identified in connection with ourevaluation conducted during our the quarter ended March 31, 2005 that hasmaterially affected, or is reasonably likely to materially affect, our internalcontrol over financial reporting.

 

All otherinformation in the original filing, including the financial statements, isunchanged.  This Form 10-Q/A amends onlythe item specified above and does not otherwise update the disclosures in theoriginal filing or reflect events occurring after the original filing.

 

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**EVOLVING SYSTEMS, INC.**

**Quarterly Report on Form 10-Q**

**March 31, 2005**

**Table of Contents**

 
| PART I                                    |   |
|-------------------------------------------|--------|
|                                      |   |
| Item 4. Controls and Procedures           |   |
|                                      |   |
| PART II                                   |   |
|                                      |   |
| Item  6. Exhibits and Reports on Form 8-K |   |

 

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**PARTI**

 

ITEM 4.   CONTROLS ANDPROCEDURES

 

(a) *Evaluation of disclosure controls and procedures*.  As of March 31, 2005, the end of theperiod covered by this report, we evaluated, under the supervision of our ChiefExecutive Officer and our Chief Financial Officer, the effectiveness of ourdisclosure controls and procedures. Based on this evaluation, our ChiefExecutive Officer and our Chief Financial Officer concluded that our disclosurecontrols and procedures are effective to ensure that information we arerequired to disclose in reports that we file or submit under the SecuritiesExchange Act of 1934 are recorded, processed, summarized, and reported withinthe time periods specified in SEC rules and forms.

 

(b) *Changes in internal controls*.  There has not been any change in our internalcontrol over financial reporting (as such term is defined inRules 13a-15(f) and 15d-15(f) under the Securities Exchange Actof 1934, as amended) during the period covered by this report, that havematerially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

 

**PARTII**

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

Exhibit 31.1 - Certification pursuant to Section 302 of theSarbanes-Oxley Act of 2002

 

Exhibit 31.2 - Certification pursuant to Section 302 of theSarbanes-Oxley Act of 2002

 

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Pursuant tothe requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
| Date: August  23, 2005 | /s/ BRIAN R.  ERVINE                          |   |
|------------------------|-----------------------------------------------|--------|
|                   | Brian R.  Ervine                              |
|                   | Executive  Vice President, Chief              |
|                   | Financial  and Administrative Officer,        |
|                   | Treasurer  and Assistant Secretary            |
|                   | (Principal  Financial and Accounting Officer) |

 

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EXHIBITS

 

Exhibit 31.1- Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2- Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

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